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Certara (CERT) executive exercises 10,849 RSUs, uses 2,642 shares for tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Certara, Inc. executive Adrian McKemey, President, Drug Development Solutions, exercised 10,849 restricted stock units into common shares on April 1, 2026 at a stated price of $0.00 per share. These RSUs were granted on May 20, 2025 under Certara’s 2020 Incentive Plan.

In connection with vesting, 2,642 common shares valued at $5.70 per share were withheld to satisfy tax obligations, a non-market, tax-withholding disposition exempt under Rule 16b-3. After these transactions, McKemey directly holds 8,207 common shares and 21,698 unvested RSUs scheduled to vest in equal parts on April 1, 2027 and April 1, 2028.

Positive

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Negative

  • None.
Insider McKemey Adrian
Role President, Drug Dev. Solutions
Type Security Shares Price Value
Exercise Restricted Stock Units 10,849 $0.00 --
Exercise Common Stock 10,849 $0.00 --
Tax Withholding Common Stock 2,642 $5.70 $15K
Holdings After Transaction: Restricted Stock Units — 21,698 shares (Direct); Common Stock — 10,849 shares (Direct)
Footnotes (1)
  1. Each restricted stock unit ("RSU") was granted on May 20, 2025, under the Certara, Inc. ("Certara") 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2027 and April 1, 2028. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs, exempt under Rule 16b-3.
RSUs exercised 10,849 units RSUs converted to common stock on April 1, 2026
Tax withholding shares 2,642 shares Shares withheld to satisfy tax obligations at $5.70 per share
Share value for withholding $5.70 per share Value used for 2,642 withheld Certara common shares
Common shares held after 8,207 shares Direct Certara common stock holdings post-transactions
Unvested RSUs remaining 21,698 units RSUs vesting in equal parts on April 1, 2027 and April 1, 2028
RSU grant date May 20, 2025 Grant date under Certara 2020 Incentive Plan
Restricted Stock Units financial
"Each restricted stock unit ("RSU") was granted on May 20, 2025, under the Certara, Inc. ("Certara") 2020 Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
2020 Incentive Plan financial
"Each restricted stock unit ("RSU") was granted on May 20, 2025, under the Certara, Inc. ("Certara") 2020 Incentive Plan"
Rule 16b-3 regulatory
"Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs, exempt under Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
tax withholding obligations financial
"Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
McKemey Adrian
(Last)(First)(Middle)
C/O CERTARA, INC.
4 RADNOR CORPORATE CENTER, SUITE 350
(Street)
RADNOR PENNSYLVANIA 19087
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Certara, Inc. [ CERT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Drug Dev. Solutions
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026M10,849A$0(1)10,849D
Common Stock04/01/2026F2,642(2)D$5.7(1)8,207D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/01/2026M10,849 (1)04/01/2028Common Stock10,849$021,698D
Explanation of Responses:
1. Each restricted stock unit ("RSU") was granted on May 20, 2025, under the Certara, Inc. ("Certara") 2020 Incentive Plan and represents a right to receive one share of common stock or the cash equivalent. One-third of the RSUs vested and were settled on April 1, 2026. The remaining two-thirds of the RSUs will vest and settle in equal parts on April 1, 2027 and April 1, 2028.
2. Represents shares of Certara withheld to satisfy tax withholding obligations in connection with the vesting of RSUs, exempt under Rule 16b-3.
/s/ Daniel Corcoran, as Attorney-in-Fact for Adrian McKemey04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Certara (CERT) report for Adrian McKemey?

Certara reported that executive Adrian McKemey exercised 10,849 restricted stock units into common stock on April 1, 2026. The RSUs were originally granted on May 20, 2025 under Certara’s 2020 Incentive Plan as part of his equity compensation package.

How many Certara (CERT) RSUs vested and how many remain for Adrian McKemey?

One-third of Adrian McKemey’s RSUs, totaling 10,849 units, vested and settled on April 1, 2026. The remaining 21,698 RSUs will vest and settle in two equal installments on April 1, 2027 and April 1, 2028, subject to the plan’s terms.

Why were 2,642 Certara (CERT) shares withheld in this Form 4 filing?

Certara withheld 2,642 common shares from Adrian McKemey to cover tax withholding obligations triggered by RSU vesting. These shares, valued at $5.70 each, were not sold in the market but used to satisfy taxes, exempt under Rule 16b-3.

What are Adrian McKemey’s Certara (CERT) holdings after the reported transactions?

After the April 1, 2026 transactions, Adrian McKemey directly holds 8,207 Certara common shares. He also has 21,698 remaining restricted stock units that are scheduled to vest in equal tranches on April 1, 2027 and April 1, 2028, under the company’s 2020 Incentive Plan.

Was Adrian McKemey’s Certara (CERT) Form 4 transaction an open-market trade?

No, the Form 4 reflects RSU vesting and settlement plus tax withholding, not an open-market trade. The main transaction was the exercise of 10,849 RSUs, with 2,642 shares withheld to pay taxes, a routine compensation-related event exempt under Rule 16b-3.